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R-348 .~ . . . to .~""" . .. RESOLUTION NO. ~ (Redevelopment Agency) RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, CALIFORNIA, DECLARING ITS INTENTION TO SELL A PROMISSORY NOTE OF SAID AGENCY IN THE AMOUNT OF 53,700,000 FOR THE CITY OF SANTA MONICA DOWNTOWN REDEVELOPMENT PROJECT; FIXING TIME AND PLACE FOR TAKING BIDS; AND DIRECTING PUBLICATION OF A REVISED NOTICE INVITING BIDS WHEREAS, this Agency deems It proper a~d the necessity therefor appears that bids be invited for the purchase of its 53,700,000 Promissory Note (the "Note"), a~d that if bids are satisfactory, the Note be sold In the manner and at the time and place hereinafter set forth. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE C1TY OF SANTA MONICA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION I. Resolution No. 346, adopted March 28, 1978, is hereby rescinded in its entirety. SECTION 2. Sealed bids for the purchase of the Note shall be received by the Agency at the time and place hereinafter set forth In the Notice Inviting Bids. SECTION 3. The Secretary is hereby authorized and directed to publish said Notice Inviting Bids by one Insertion In the Evening Outloo~, a newspaper of general circulation in the City of Santa I'anica, California, said publication to be at least five (5) days prior to the date of opening bids stated in said Notice. SECTION 4. The Secretary is further authorized and directed to cause to be furnished to prospective bidders copies of said Notice Inviting Bids relating to the Note; but the failure, in whole or in part, to comply with this section shall not in any manner affect the val idity of the sale of the Note. SECTION 5 Said Notice shall be substantially as follows (SEE ATTACHED) APPROVED and ADOPTED this 11th day of April 1978. ATTEST ~~~~l/~j Donna O'Brien SWink, Chair~an ~' / JdL \-~ --\c J6nn Jalili, Secretary . . . Resolution No Redevelop~ent Agency I hereby certify that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Santa Monica, Cal ifornia, at a special meeting thereof held on the 11th day of AprIl, 1978. . AYES: BambrIck, Cohen, Reed, Scott, Trlves, van den Steenhoven, ~ayor SWInk NOES: ~one ABSENT. None Joid:. Jd! APPROVED AS TO LEGAL F~jm _ ichar17L~ ~Ickerbocker . -2- ~ ,J 3/28/78 it . NOTICE ISVITING BIDS ON A $3,700,000 PRO:MISSORY NOTE OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA M01\'ICA NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of one $3,700,000 par value promissory note (the "Kote") of the Redevelopment Agency of the City of Santa MODIca will be receIved by s31d Agency at the place and up to the tIme below speclfied . TIME: J I 00 o'clock A M Tuesday, Apnl 18, 1978 PLACE Coune i I Chambers Oty Hall 1685 Mam Street Santa MODIca, Cahforma 90401 MAILED BIDS % Mr John Jahh, DIrector of EnVIronmental ServIces at the above address OPENING OF BIDS The bids wIll be opened at the tIme and place shown above and will be presented to the Agency at Its meetmg to be held on the same date at the same place ISSUE' $3,700,000 PromIssory Note, to be dated May 1, 1978 "MATURITY The Note shall mature on May 1, 2004 . PURPOSE OF ISSUE- The Note IS to be Issued by the Agency under and pursuant to the Com- munity Redevelopment Law of the State of Cahforma (Part 1 of DlVlslOn 24 of the Health and Safety Code) to aid in the acqUisItIon and clearance of propertIes to be used for public parkmg purposes and -leased to the City of Santa MOllica pursuant to a lease (the <<Lease"), for the relocation of persons and busmesses from the acqwred properties, and the repayment of mdebtedness mcurred by the Agency m lmplementmg these actIVIties INTEREST RATE, PAYMENT The Note shall bear mterest at a rate to be fixed upon the sale thereof, but not to exceed 6% per annum, payable semiannually from HS date. May 1, 1978 PAYMENT SaId Note and the mterest thereon wJlI be payable m lawful money of the Umted States of Amenca at the office of the Treasurer of the Agency Pnnclpal WIll be payable m accordance with the amortIZatIon schedule set forth in the ResolutIOn of Issuance adopted by the Agency on March 28, 1978 (the "ResolutIon-') WhICh ResolutIOn IS attached to the Lease as ExhibIt B REDE\1PTION The Note shall be subject to call or redemptIon pnor to matunty at any time, upon payment of the pnnclpal amount thereof plus accrued interest to the date of redemption, all as proVided m the ResolutIOn SECURITY The Note IS a speCIal obhgatiOn of the Agency payable from any funds of the Agency lawfully avaIlable therefor, mdudmg an assignment of the Agency's mterest m the Lease 1 ~ " ." l ,6 3/28/78 It e TERMS OF SALE Award The Note shall be sold for cash only Each bId shall state the purchase price, which shall not be less than par, and the Interest rate not to exceed that specified herein, at which the bidder offers to buy the Note Each bidder shall state In Ius bid the total net lDterest cost lD dollars and the average net interest rate determmed thereby, whIch shall be considered mforrnatn/e only and not a part of the bid . Hzghest B,dder The Note wIll be awarded to the highest responsible bidder or bidders consldermg the mterest rate specified and the premIUm offered, If any The highest bid Will be determined by deductmg the amount of the premIUm bid (If any) from the total amount of mterest which the Agency would be required to pay from the date of the Note to the matunty date thereof at the rate specified 10 the bId, and the award \>"'111 be made on the baSIS of the lowest net mterest cost to the Agency RIght of Re]ectwn The Agency reserves the nght, III Its discretion, to reject any and all bids and to the extent not prolubIted by law to waive any uregulanty or mformalIty m any bid Prompt Award The Agency wdl take action awardmg the Note or reJectmg all bids not later than 26 hours after the tIme herem prescnbed for the receIpt of proposals, provided that the award may be made after the eXpIratIOn of the specIfied hme If the bIdder shall not have gIven to the Agency notIce 10 '\-Tlting of the WIthdrawal of such proposal Place of Delivery and Funds for Payment DelIvery of said Note will be made to the successful bidder at the offices of the Treasurer of the Agency in Santa I\-1omca, CahfoffiJa, or at such other place as may be agreed upon by the successful bidder and the Treasurer of the Agency Payment for the Note shall be made 10 Federal Reserve Bank funds or other 1mmedlately available funds . Prompt Debvery, Cancellation for Late Delivery It IS expected that SaId Note WllI be dehvered to the successful bidder on or about May 1, 1978 The successful bIdder shall have the nght, at Its optIOn, to cancel the contract of purchase if the Agency shall fad to execute the Note. satisfy the terms of sale as contamed herein, and tender It for delivery Within 60 days from the date herem fixed for the receIpt of bIds, and m such event the successful bIdder shall be entitled to the return of the check accompanymg hiS bId Farm of Bzd Each bid, together WIth the bid check, must be in a sealed envelope, addressed to the Agency, With the envelope and bid clearly marked "Proposal for Downtown Pmject Note" Bid Check A certIfied or cashIer's check on a responSIble bank Or trust company III the amount of $50,000 payable to the order of the Agency, must accompany each proposal as a guaranty that the bIdder, If successful, w~ll accept and pay for said Note m accordance WIth the terms of hIS bId The check accompanymg any accepted proposal shall be apphed on the purchase pnce or, If such proposal IS accepted but not performed. unless such faIlure of performance shall be caused by any act or omISSIOn of the Agency, shall then he cashed and the proceeds retamed by the Agency The check accompanymg each unaccepted proposal WIll be returned promptly Change In Tax Exempt Status At any tlme before the Note 15 tendered for deltvery, the successful bidder may dIsaffirm and WIthdraw the proposal If the interest received by pnvate holders from notes of the same type and character shall be declared to be taxable or be reqUlred to be taken mto account m computmg any federal Income taxes, by the terms of any federal Income tax law enacted subsequent to the date of thiS notice 2 ........ .-" . ,.. . . ..-.. f - . Clo~zng Papers, Legal Opl11lOn Each proposal wIll be understood to be condItioned upon the Agency furmshmg to tbe purchaser, \.,.lthout charge. concurrently wIth payment for and delivery of the Note, the followmg closing papers, each dated the date of delivery: (a) Legal opmions- (i) The opimon of O'Melveny & Myers, Los Angeles, Cahforma, Bond Counsel, approv- mg the vahdIty of the Note, the Lease and the assignment thereof and stating that interest on the Note IS exempt from lUcome taxes of the Umted States of America under present federal mcome tax laws, and that such mterest IS also exempt from personal mcome taxes of the State of CalIfornia under present state mcome tax laws (n) The opmlon of tbe City Attorney of the CIty of Santa Monica approvmg the valIdity of the Lease (b) A certIficate of the Agency certIfying that on the basis of the facts, estImates and CIrcum- stances III eXIstence on the date of issue, it IS not expected tbat the proceeds of the Note wIll be used III a manner that would cause the Note to be an arbItrage bond (c) A certlficate of the Agency SIgned by officers and representatIves of the Agency certlfymg to the followmg (1) that said officers and representatIves have Signed the Note, whether by facsimIle or manual sJgnature. and that they were respectIvely duly authonzed to execute the same, and (2) that there IS no htigatlOn threatened or pendmg affectmg the validity of the Note (d) A pobcy of TItle Insurance (or a bmder representIng eVIdence thereof) msunng the validIty of the Lease and the pnonty of the assignment (e) A certlficate of both the Agency and the CIty that the Lease and the assIgnment of the Lessor's interest therem IS in full force and effect, has not been modIfied or amended in any way, constitutes the entire agreement between the partIes thereto wIth respect to the subject matter thereof and there are no facts then III eXIstence whIch, wIth the gIVIng of notIce or the passage of tIme, would form the basis of any default under the Lease INFOR1vlATION AVAILABLE Requests for InformatIon concerning the Agency should be addressed to Mr John Jahh, 1685 Mam Street, Santa MOllIca, Cahfomia 90401. GIVEN by order of the Santa MOllica Redevelopment Agency of the CIty of Santa Monica, adopted April 11,1978 Secretary of the Redevelopment Agency of the City of Santa Monica, California 3